Does the Mr. Sandless indemnification cover infringement claims arising from uses outside the franchise agreement and written directives?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
formation, and shall provide to us to an executed versions thereof. Such covenants shall be substantially in the form set forth in Attachment 4 as revised and updated from time to time and contained in the Manual. You shall indemnify and hold us harmless from any and all liability, loss, attorneys' fees, or damage we may suffer as a result of your failure to obtain executed restricted covenants by employees, agents and third persons as required by this Section.
19. INDEPENDENT LICENSEE; INDEMNIFICATION
19.1 Independent Licensee
You are and shall be an independent licensee under this Agreement, and no partnership shall exist between you and the us. This Agreement does not constitute you as an agent, legal representative, or employee of ours for any purpose whatsoever, and you are not granted any right or authority to assume or create any obligation for or on behalf of, or in the name of, or in any way to bind Franchisors. You agrees not to incur or contract any debt or obligation on behalf of us or commit any act, make any representation, or advertise in any manner which may adversely affect any right of Franchisor or be detrimental to Franchisor or other franchisees of Franchisor. We does not assume any liability, and will not be considered liable, for any agreements, representations, or warranties made by you which are not expressly authorized under this Agreement. We will not be obligated for any damages to any person or property which directly or indirectly arise from or relate to your operations of the Franchised Business. Pursuant to the above, you agree to indemnify Franchisor and hold Franchisor harmless from any and all liability, loss, attorneys' fees, or damage Franchisor may suffer as a result of claims, demands, taxes, costs, or judgments against Franchisor arising out of any allegation of an agent, partner, or employment relationship.
19.2 Responsibility for Debts
You acknowledge full responsibility for all the debts and obligations of your Business including, but not limited, to all bills, debts, taxes, rents, employee taxes, unemployment compensation insurance and employee benefits. You shall not use the Proprietary Marks to incur or secure any obligation for yourself or for any other person or entity.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2025 FDD)
Based on the 2025 Mr. Sandless Franchise Disclosure Document, the franchisee's indemnification obligations extend to various scenarios. Specifically, the franchisee is required to indemnify Mr. Sandless against liability, loss, attorneys' fees, or damage resulting from claims, demands, taxes, costs, or judgments arising out of any allegation of an agent, partner, or employment relationship. This means that if a third party brings a claim against Mr. Sandless based on the actions of someone the franchisee hired or partnered with, the franchisee is responsible for covering Mr. Sandless's associated costs.
Additionally, the franchisee must ensure that all employees, contractors, and third parties who have access to Mr. Sandless's proprietary and confidential information execute covenants similar to those outlined in Section 19.4 of the agreement. If the franchisee fails to obtain these executed restricted covenants, they must indemnify and hold Mr. Sandless harmless from any liability, loss, attorneys' fees, or damage resulting from this failure. This highlights the importance of carefully managing access to confidential information and ensuring that all relevant parties are bound by appropriate confidentiality agreements.
While the provided excerpts outline specific indemnification obligations related to agent/partner relationships and employee covenants, they do not explicitly address whether the Mr. Sandless indemnification covers infringement claims arising from uses outside the franchise agreement and written directives. A prospective franchisee should seek clarification from the franchisor regarding the scope of indemnification, specifically inquiring whether it extends to infringement claims resulting from unauthorized uses of intellectual property or other breaches of the franchise agreement beyond those specifically mentioned.